Note: This English translation is made for reference purposes only, and in the event of any discrepancies
between the English version and the Japanese version, the Japanese version prevails.
Securities code: 4410
May 29, 2024
To Shareholders with Voting Rights:
3-8-4 Nihonbashi, Chuo-ku, Tokyo, Japan
Harima Chemicals Group, Inc.
Yoshihiro Hasegawa, President

NOTICE OF THE 82nd ANNUAL GENERAL MEETING OF
SHAREHOLDERS
We hereby inform you that the 82nd Annual General Meeting of Shareholders of Harima Chemicals Group, Inc.
(the “Company”) will be held as described below.
You may exercise your voting rights in writing or via the Internet, etc. in lieu of attending the Meeting. Please
review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights in accordance with the “Guide to the Exercise of Voting Rights” (page 2) no later than 5:20 p.m. Japan
time on Wednesday, June 19, 2024.
We will live-stream the General Meeting of Shareholders on the Internet, so that you can view it from yourhome and other places. Please refer to the “Guide to the Live-streaming” (page 4) for details.
1. Date and Time:Thursday, June 20, 2024 at 10.00 a.m. Japan time
2. Place
Kago no ma
2F, Kakogawa Plaza Hotel
800 Mizonokuchi, Kakogawa-cho, Kakogawa-shi, Hyogo Prefecture(Please see the “Directions to the Site for the General Meeting of Shareholders” on the back cover. (Japaneseonly))
3. Meeting Agenda:
Matters to be reported:
1. The Business Report and Consolidated Financial Statements for the Company’s 82nd Fiscal Year (April
1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 82nd Fiscal Year (April 1, 2023 - March 31,2024)
Proposals to be resolved:
Proposal 1:
Election of Five (5) Managing Directors (Excluding Managing Directors Serving as Audit &Supervisory Committee Members)
Proposal 2:
Election of One (1) Managing Director Serving as an Audit & Supervisory Committee
Member
Proposal 3:
Election of Two (2) Substitute Managing Directors Serving as Audit & Supervisory
Committee Members- 1 -The Company provides the reference documents for the convocation of this General Meeting of Shareholders
electronically and has posted this Notice of Convocation on the Company’s website.
The Company’s website
https://www.harima.co.jp/ir/library/resolution.html
These documents are also available on the following website.
Tokyo Stock Exchange website (TSE-listed company information service)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access the website above, enter or search for the Company’s name (Harima Chemical Group) or securities
code (4410), and select “Basic information,” “Documents for public inspection/PR information” and “Noticeof General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” in that order toview the results.
In the event of any revisions to these electronic provision measures, we will post the revision information oneach of the websites above.

- 2 -Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Election of Five (5) Managing Directors (Excluding Managing Directors
Serving as Audit & Supervisory Committee Members)

The terms of office for all of the five (5) Managing Directors (excluding Managing Directors serving as Audit& Supervisory Committee Members, the same shall apply hereinafter in this Proposal) will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes the electionof five (5) Managing Directors.
The candidates for Managing Director have been determined at a meeting of the Board of Managing Directors
meeting following the deliberations of the Nomination and Remuneration Committee. In addition, no objections
were raised in a review by the Audit & Supervisory Committee.
The candidates for Managing Director are as follows:
Current positions and responsibilities at theCandidate status
Company
President
Reappointment

No.

Name

1

Yoshihiro Hasegawa

2

Teruo Kaneshiro

Senior Executive Managing Director
Senior Managing Executive Officer

Reappointment

3

Ichiro Taninaka

Senior Executive Managing Director
Senior Managing Executive Officer
R&D Company President

Reappointment

4

Shunichiro Taoka

Executive Managing Director
Managing Executive Officer
Chairman, LAWTER B.V.
Global Business Director
Corporate Planning Director

Reappointment

5

Eiketsu Ro

Executive Managing Director
Managing Executive Officer
Paper Chemicals Company President

Reappointment

- 3 -

1

Yoshihiro Hasegawa(August 30, 1947)

Reappointment

Number of shares of the Company held
152,113
Reason for nomination as candidate for Managing Director
Mr. Yoshihiro Hasegawa has been in charge of management of the Group as Managing Director for many years.
He possesses a proven track record of having led the entire Group to date as well as a wealth of experience andhigh level of insight in overall management, which are indispensable to the management of the Group. The
Company has therefore judged that he is qualified to continue to serve as Managing Director.
Career summary, positions, responsibilities, and significant concurrent positions
April 1977
Joined the Company
December 1977 Managing Director
August 1983
Executive Managing Director
June 1985
Vice President
June 1987
Representative Managing Director and Vice President
May 1988
President, Harima Shoji, Inc. (currently Harima Trading, Inc.) (current position)
June 1988
President, the Company (current position)
November 1994 President, Harima M.I.D., Inc. (current position)
April 2004
Chairman, Shorai Foundation for Science and Technology (current position)
October 2012
President, Harima Chemicals, Inc. (current position)
June 2014
Chairman, LAWTER B.V.

- 4 -

2

Teruo Kaneshiro(December 31, 1950)

Reappointment

Number of shares of the Company held
96,670Reason for nomination as candidate for Managing Director
Mr. Teruo Kaneshiro possesses a proven track record of having significantly contributed to the establishmentof the management division of the Group as well as a wealth of experience and high level of insight in overallmanagement, which are indispensable to the management of the Company. The Company has therefore judgedthat he is qualified to continue to serve as Managing Director.
Career summary, positions, responsibilities, and significant concurrent positions
April 1973
Joined Kobe Bank (currently Sumitomo Mitsui Banking Corporation)
February 2004
Accounting Director, the Company
June 2004
Managing Director
June 2009Management Senior Division Manager
June 2010
Executive Managing Director
October 2012
Accounting Director, General Affairs Director, Legal Affairs Director, Human Resources
Director, Public Relations Director
October 2012Managing Director, Harima Chemicals, Inc.
June 2014
Head Office Group Management Control, the Company
June 2016
Senior Executive Managing Director (current position)
June 2016
Senior Managing Executive Officer (current position)
April 2020
Nomination and Remuneration Committee Member (current position)

- 5 -

3

Ichiro Taninaka(March 12, 1968)

Reappointment

Number of shares of the Company held
32,703
Reason for nomination as candidate for Managing Director
Mr. Ichiro Taninaka possesses a proven track record of leading LAWTER B.V., the R&D division and a major
overseas business of the Group, as well as a wealth of experience and high level of insight in overallmanagement, which are indispensable to the management of the Company. The Company has therefore judgedthat he is qualified to continue to serve as Managing Director.
Career summary, positions, responsibilities, and significant concurrent positions
April 1993
Joined the Company
April 2005
Development Director, Central Research Laboratory
June 2008
Operating Officer
June 2010
Managing Director
January 2011
Corporate Planning Director
October 2012
Information System Director
October 2012
Auditing Director, Operation Director
June 2014
Executive Managing Director
June 2014
Managing Executive Officer
June 2014
President and CEO, LAWTER B.V.
June 2020
Senior Executive Managing Director, the Company (current position)
June 2020
Senior Managing Executive Officer (current position)
June 2021
Managing Director, Harima Chemicals, Inc. (current position)
March 2023
R&D Company President (current position)
June 2023
Chairman, LAWTER B.V.

- 6 -

4

Shunichiro Taoka(October 21, 1959)

Reappointment

Number of shares of the Company held
23,483
Reason for nomination as candidate for Managing Director
Mr. Shunichiro Taoka possesses a high level of insight based on his experience in global business and wealthof experience in overall corporate management including overseas subsidiaries, which are indispensable to the
management of the Group. The Company has therefore judged that he is qualified to continue to serve as
Managing Director.
Career summary, positions, responsibilities, and significant concurrent positions
April 1982
Joined Taiyo Kobe Bank (currently Sumitomo Mitsui Banking Corporation)
August 2008
General Manager attached to Business Audit Department (New York)
October 2012
Auditing Director, the Company
October 2013
Operating Officer
June 2015
Global Business Group Director
June 2017Managing Director
June 2017
Senior Operating Officer
June 2017
Global Business Director (current position)
June 2017
Corporate Planning Director (current position)
June 2021
Executive Managing Director (current position)
June 2021
Managing Executive Officer (current position)
July 2023
Chairman, LAWTER B.V. (current position)

- 7 -

5

Eiketsu Ro(July 5, 1959)

Reappointment

Number of shares of the Company held
9,369
Reason for nomination as candidate for Managing Director
Mr. Eiketsu Ro possesses a proven track record in global development in the paper chemicals business of theCompany as well as a wealth of experience and high level of insight in overall management, which are
indispensable to the management of the Company. The Company has therefore judged that he is qualified toserve as Managing Director.
Career summary, positions, responsibilities, and significant concurrent positions
April 1998
Joined the Company
September 2012 Vice President, Hangzhou Hanghua Harima Chemicals Co., Ltd.
June 2017
Operating Officer
April 2018
Vice President, Paper Chemicals Company
June 2018
Senior Operating Officer
June 2018
President, Paper Chemicals Company (current position)
June 2019
Managing Director
June 2022
Resigned as Managing Director
June 2022
Managing Executive Officer (current position)
June 2023
Executive Managing Director (current position)(Notes)

1.
2.
3.
4.
5.
6.
7.

The Company’s Nomination and Remuneration Committee is a voluntary advisory body,which consists of a majority of Independent Outside Officers and is chaired by an Independent
Outside Officer.
Mr. Yoshihiro Hasegawa, a candidate for Managing Director, concurrently serves as Presidentof Harima Chemicals, Inc., from which the Company has received a debt guarantee. In
addition, the Company has provided Harima Chemicals, Inc. with intra-group loans.
Mr. Yoshihiro Hasegawa, a candidate for Managing Director, concurrently serves as Presidentof Harima Trading, Inc., to which the Company has provided intra-group loans.
Mr. Yoshihiro Hasegawa, a candidate for Managing Director, concurrently serves as Presidentof Harima M.I.D., Inc., to which the Company has provided intra-group loans.
There are no special interests between the other candidates for Managing Director and theCompany.
The number of shares of the Company held by each candidate includes the candidate’s equity
interest in the Harima Chemicals Officers’ Shareholding Association.
The Company has concluded a liability insurance agreement for officers, etc., (management
risk protection insurance agreement) with an insurance company, with the Managing Directors
as the insured, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, which isscheduled to be renewed in July 2024. The insurance agreement covers legal expenses andmonetary damages to be borne by the insured arising from corporate litigations, third party
litigations, and derivative lawsuits. The details of the agreement are as stated in the Business
Report (page 26). If each candidate is elected, he/she will be included as insured under said
insurance agreement.
- 8 -Proposal 2: Election of One (1) Managing Director Serving as an Audit & Supervisory
Committee Member

The term of office of one (1) of the four (4) Managing Directors serving as Audit & Supervisory Committee
Members will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, theCompany proposes the election of one (1) Managing Director serving as an Audit & Supervisory Committee
Member.
The candidates for Managing Director have been determined at a meeting of the Board of Managing Directors
meeting following the deliberations of the Nomination and Remuneration Committee. This proposal has been
approved by the Audit and Supervisory Committee.
The candidate for Managing Director serving as an Audit & Supervisory Committee Member is as follows:
1

Yuka Hayashi(February 18, 1961)

Reappointment

Outside Independent

Number of shares of the Company held
0
Reason for nomination as candidate for Managing Director
Ms. Hayashi has wide-ranging experience and high-level insight as a certified public accountant, audits theduties of the Company’s Managing Directors from an expert perspective in corporate accounting, and provides
appropriate advice and recommendations at meetings of the Company’s Board of Directors and other forums.
Based on her track record, the Company has judged that she is qualified to serve as a Managing Director Serving
as Audit & Supervisory Committee Member expecting that she will continue to play that role.
Career summary, positions, responsibilities, and significant concurrent positions
September 1985 Minato Audit Corporation (currently Ernst & Young ShinNihon LLC)
April 1991
Registered as a certified public accountant (to present)
August 1998
Member, Century Audit Corporation (currently Ernst & Young ShinNihon LLC) (currently
partner)
July 2010
Senior partner, ShinNihon LLC (currently Ernst & Young ShinNihon LLC) (currently
partner)
September 2015 Governance Council member, Ernst & Young ShinNihon LLC
September 2019 Deputy Chair of the Governance Council, member of the Audit Committee, Ernst & Young
ShinNihon LLC
July 2022
Managing Director Serving as Audit & Supervisory Committee Member (current position)
July 2022
Representative of Hayashi Certified Public Accountant Office (current position)
July 2022
Representative Managing Director and Vice President, Hayashi Management Consultant(current position)
June 2023
Outside Audit & Supervisory Board Member, Kansai Mirai Bank, Limited. (current position)
June 2023
Outside Audit & Supervisory Board Member, Shimadzu Corporation (current position)- 9 -(Notes)

1.

There are no special interests between the candidate for Managing Director Serving as Audit &Supervisory Committee Member and the Company.
2. Ms. Yuka Hayashi is a candidate for outside Managing Director.
3. The outline of the details of the liability limitation agreements with the Outside Managing
Directors is as follows.
The Company has concluded an agreement with Ms. Yuka Hayashi that limits her liability fordamages under Article 423, Paragraph 1 of the Companies Act pursuant to Article 427,
Paragraph 1 of the Companies Act and the provisions of the Articles of Incorporation of theCompany. The maximum amount of liability based on these agreements is the minimum
liability amount stipulated by law. If she is reappointed, the Company plans to continue thislimited liability agreement with her.
4. Ms. Yuka Hayashi has registered as an independent officer with the Tokyo Stock Exchange.
5. Ms. Yuka Hayashi is currently an Outside Managing Director Serving as Audit & Supervisory
Committee Member at the Company, and her period of office will be two (2) years at theconclusion of this Annual General Meeting of Shareholders.
6. The Company has concluded a liability insurance agreement for officers, etc., (management
risk protection insurance agreement) with an insurance company, with the Managing Directors
as the insured, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, which isscheduled to be renewed in July 2024. The insurance agreement covers legal expenses andmonetary damages to be borne by the insured arising from corporate litigations, third party
litigations, and derivative lawsuits. The details of the agreement are as stated in the Business
Report (page 26). If the candidate is elected, she will be included as an insured under said
insurance agreement.

- 10 -

(Reference) Expertise and Experience of Managing Directors (skills matrix)
If Proposals 1 and 2 are approved as originally proposed at this Annual General Meeting of Shareholders, theexpertise and experience possessed by each Managing Director will be as follows.
Name

Current positions andCorporate
Financialresponsibilities at the Company management accounting

Yoshihiro
Hasegawa

President

Teruo
Kaneshiro

Senior Executive Managing
Director
Senior Managing Executive
Officer

IchiroTaninaka

Senior Executive Managing
Director
Senior Managing Executive
OfficerR&D Company President



Executive Managing Director
Managing Executive Officer
Shunichiro
Chairman, LAWTER B.V.
Taoka
Global Business Director
Corporate Planning Director



Executive Managing Director
Managing Executive Officer
Eiketsu Ro
Paper Chemicals Company
PresidentManaging Director Serving as
Audit & Supervisory
Committee Member



Hideo
YamadaManaging Director Serving as
Audit & Supervisory
Committee Member (Outside)

Yuka
HayashiManaging Director Serving as
Audit & Supervisory
Committee Member (Outside)

Internationality

R&D andmanufacturing









ESG











Managing Director Serving as
Tatsuya
Audit & Supervisory
Michigami
Committee Member (Outside)
TsuneoTakahashi

Legal



















* The matrix above does not describe all of the knowledge and experience possessed by each Managing Director.

- 11 -

Proposal 3: Election of Two (2) Substitute Managing Directors Serving as Audit &Supervisory Committee Members

To prepare for any situation in which the number of Managing Directors serving as Audit & Supervisory
Committee Members falls below the number prescribed by laws and regulations, the Company proposes theelection of two (2) Substitute Managing Directors serving as Audit & Supervisory Committee Members inadvance. If Proposal 2 is approved as originally proposed, the Company proposes the election of Mr. Yoshinari
Hikosaka as substitute for Mr. Tatsuya Michigami, Mr. Tsuneo Takahashi and Ms. Yuka Hayashi, Outside
Managing Directors serving as Audit & Supervisory Committee Members, and Mr. Akio Kawabata as substitutefor Mr. Hideo Yamada, Managing Director serving as Audit & Supervisory Committee Member.
The candidates for Managing Director have been determined at a meeting of the Board of Managing Directors
meeting following the deliberations of the Nomination and Remuneration Committee. This proposal has been
approved by the Audit and Supervisory Committee.
The candidates for Substitute Managing Director serving as Audit & Supervisory Committee Member are as
follows:

No. 1
Yoshinari Hikosaka(October 18, 1957)
Number of shares of the Company held0
Career summary, positions, responsibilities, and significant concurrent positions
April 1980
Joined Osaka Regional Taxation Bureau
July 2016
Deputy Regional Commissioner, First Large Enterprise Department, Osaka Regional
Taxation Bureau
July 2017
Director, Nara Tax Office
September 2018
Opened Yoshinari Hikosaka Tax Accountant Office (to present)

No. 2
Akio Kawabata(October 23, 1958)
Number of shares of the Company held
600
Career summary, positions, responsibilities, and significant concurrent positions
April 1983
Joined the Company
March 2002
Director, Group 2, Central Research Laboratory
June 2015
Internal Control Director (current position)
March 2019
Auditing Director (current position)- 12 -

(Notes)

1.
2.
3.
4.

5.

6.
7.

The Company’s Nomination and Remuneration Committee is a voluntary advisory body,which consists of a majority of Independent Outside Officers and is chaired by an Independent
Outside Officer.
There are no special interests between the candidates for Substitute Managing Director Serving
as Audit & Supervisory Committee Member and the Company.
Mr. Yoshinari Hikosaka is a Substitute Outside Managing Director serving as Audit &Supervisory Committee Member.
Although he has not been involved directly in corporate management, the reason for selecting
Mr. Yoshinari Hikosaka as a candidate for Substitute Outside Director serving as Audit &Supervisory Committee Member is that the Company has judged that he would be able toapply the knowledge and experience cultivated through many years of tax practice to theCompany’s auditing system if he is appointed as an Outside Managing Director.
If Mr. Yoshinari Hikosaka is appointed as a Managing Director serving as Audit & Supervisory
Committee Member, the Company plans to conclude a limited liability agreement with him
pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability
based on this agreement is the minimum amount established in Article 425, Paragraph 1 of theCompanies Act.
If Mr. Yoshinari Hikosaka is appointed Managing Director serving as Audit & Supervisory
Committee member, the Company plans to notify the Tokyo Stock Exchange of his
appointment as an independent officer.
The Company has concluded a liability insurance agreement for officers, etc., (management
risk protection insurance agreement) with an insurance company, with the Managing Directors
as the insured, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, which isscheduled to be renewed in July 2024. The insurance agreement covers legal expenses andmonetary damages to be borne by the insured arising from corporate litigations, third party
litigations, and derivative lawsuits. The details of the agreement are as stated in the Business
Report (page 26). If each candidate is elected, he/she will be included as insured under said
insurance agreement.

- 13 -